EXHIBIT 10.2
Conformed Copy
AMENDMENT NO. 1 TO THE ACQUISITION AGREEMENT
AMENDMENT NO. 1, dated as of November 19, 1999 (this "Amendment"), between
NA HOLDING CORPORATION, a Delaware corporation (the "Buyer") and NFC plc, a
company organized under the laws of England and Wales (the "Seller"), to the
ACQUISITION AGREEMENT, dated as of September 14, 1999 (the "Acquisition
Agreement"), between Buyer and Seller.
WHEREAS, Buyer and Seller wish to amend certain provisions of the
Acquisition Agreement (capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed to them in the Acquisition
Agreement and all references to Sections herein are references to Sections of
the Acquisition Agreement);
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the agreements herein contained, Buyer and
Seller, intending to be legally bound hereby, agree as follows:
1. The definition of "Closing Controllable Net Assets" is hereby amended
to read in its entirety as follows:
"Closing Controllable Net Assets: as set forth on the Closing Balance
Sheet, an amount equal to the net assets of the Company Group, excluding
all (x) Tax balances and (y) NFC Group balances other than intercompany
trade accounts payable or receivable arising from trading activities in
the ordinary course and existing between any member of the Selling Group,
on the one hand, and any member of the Company Group, on the other hand,
as of the Closing Date in each case as determined in a manner shown on the
Statement of Pro Forma Purchase Price Adjustment attached hereto as Annex
G; provided that with respect to Controllable Net Assets determined as of
the close of business on the Closing Date, the amount of trade debtor
assets on the Closing Balance Sheet shall be decreased by L0.8 million or
such lesser amount as remains uncollectible at Closing from Vanguard trade
debtors."
2. Amendment to Annex G. Annex G to the Acquisition Agreement is hereby
amended to read in its entirety as set forth on Annex A to this Amendment.
3. Confirmation of Acquisition Agreement. Other than as expressly modified
pursuant to this Amendment, all provisions of the Acquisition Agreement remain
unmodified and in full force and effect.
4. Miscellaneous. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the conflict of laws rules thereof to the extent such rules would
require or permit the application of the law of another jurisdiction. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which shall together constitute one and the same
instrument and shall bind and inure to the benefit of the parties and their
respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
NFC plc
By /s/Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Secretary
NA HOLDING CORPORATION
By /s/Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Secretary
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Annex A
Pro Forma Statement of Purchase Price Adjustment
As per Closing Balance Sheet:
(in the format of the Audited Financial Statements)
Fixed assets
Property, plant & equipment (net) [Pound]
Investments
Goodwill
Current assets
Inventories
Debtors: Amounts falling due within one year
Debtors: Amounts falling due after more than one year
Cash at bank and in hand
Trade Accounts receivable to Selling Group
Current liabilities
Creditors: Amounts falling due within one year
NFC Group balances*
Trade Accounts payable to Selling Group
Provisions for liabilities and charges
Net Assets
Adjustments to Calculate Controllable Net Assets:
Add creditor (less debtor) NFC Group balances
Add creditor (less debtor) Tax balances
CLOSING CONTROLLABLE NET ASSETS
([Pound] 92.4)
INCREASE/(REDUCTION) IN PURCHASE PRICE
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* Excluding Trade Accounts receivable to Selling Group and Trade Accounts
payable to Selling Group.
